UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  February 25, 2004

                     INDUSTRIES INTERNATIONAL, INCORPORATED
               (Exact name of Registrant as specified in charter)


            Nevada                   000-32053                87-0522115
(State or other jurisdiction  (Commission File Number) (IRS Employer
      of incorporation)                                Identification Number)

                     4/F Wondial Building, Keji South 6 Road
                Shenzhen High-Tech Industrial Park, Shennan Road
                                 Shenzhen, China
                    (Address of principal executive offices)


Registrant's telephone number, including area code:  011-86-755-26520839




Item 5.  Other Events and Regulation FD Disclosure

         On February  25,  2004,  Industries  International,  Incorporated  (the
"Company")  completed  a private  equity  financing  pursuant to which it raised
gross  proceeds  of  $5,800,000.  The  financing  was  arranged  by HPC  Capital
Management  Corporation,  an investment banking firm. The transaction was a unit
offering  pursuant  to which the  Company  sold a total of  2,521,745  shares of
common stock together with warrants to purchase an additional  756,530 shares of
common  stock.  The price per unit was $2.30 and the warrant  exercise  price is
$2.70 per share. Eleven investors participated in the transaction.

                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

INDUSTRIES INTERNATIONAL, INCORPORATED


/s/ Kit Tsui
---------------------------
Chief Executive Officer

Dated:  February 27, 2004